Marketplace Agreement for SaaS Platforms: Do You Need Separate Buyer and Supplier Terms?

A marketplace agreement is the set of legal terms that governs a two-sided platform: the platform, the suppliers or sellers offering goods or services, and the buyers or customers purchasing them. For most SaaS marketplaces, it includes separate supplier terms and buyer terms, plus clear rules for payments, payouts, chargebacks, disputes, content, data, and suspension.

If your platform connects two sides of a transaction — buyers and suppliers, customers and service providers, shippers and carriers — your standard SaaS terms of service were not written for this. A marketplace agreement is different because it must govern a relationship your platform did not create and does not fully control.

Key takeaways: A marketplace needs at least two separate sets of terms — one for suppliers and one for buyers — because they agree to different things. Fee and payout structure must be unambiguous before money starts moving, not after the first dispute. Liability allocation for a supplier’s failure to deliver is a high-stakes issue, and “we are just the platform” is an important starting point — not a guarantee. Listing content, reviews, and transaction-data rights should be settled in the contract, not left to whoever built the platform first.

What Is a Marketplace Agreement?

A marketplace agreement is not one generic contract. It is usually a coordinated set of marketplace terms that allocates rights and responsibilities among the platform, suppliers, and buyers. It identifies who contracts to provide the underlying goods or services, how the platform earns and disburses money, who handles refunds and disputes, and what happens if a user fails to perform.

For a SaaS marketplace, these terms should match the platform’s real transaction flow — not an aspirational description of how the platform hopes to operate.

Why Standard SaaS Terms of Service Do Not Cover a Marketplace

A standard SaaS terms of service governs one relationship: you and the person using your software. A marketplace has at least three parties in play — the platform, the supplier or seller, and the buyer. The platform may not be a party to the transaction between the other two, even though it built the pipes the money runs through.

That structural fact drives almost everything else in this post. Most marketplace disputes are not “the software didn’t work.” They are “the supplier didn’t deliver,” “the buyer didn’t pay,” or “who is responsible when both of those happen and everyone points at the platform?”

You Need Two Sets of Terms, Not One

Suppliers and buyers agree to different things. Combining them into a single terms-of-service document tends to produce language too vague to protect either relationship.

Supplier or seller terms typically cover:

• onboarding and eligibility requirements;
• pricing and how the platform’s fee is calculated and taken;
• payout timing and any holdback or reserve;
• performance standards, such as response time, fulfillment rate, or cancellation rate;
• suspension and deactivation triggers;
• intellectual property in listings and content the supplier uploads; and
• what happens to supplier data and history if the relationship ends.

Buyer or customer terms typically cover:

• what the platform is and is not promising about the supplier’s goods or services;
• payment and refund mechanics;
• the dispute and resolution process when a transaction goes wrong; and
• a clear statement of the platform’s role in relation to the transaction itself.

Where the two documents intersect — refunds, chargebacks, and buyer-supplier disputes — is often where a marketplace agreement is won or lost as a piece of drafting. It has to work from both directions at once.

Fee and Payout Structure Has to Survive a Dispute, Not Just a Demo

Marketplace economics usually involve the platform taking a percentage, a flat fee, or both — often netted out before a supplier is paid. That is simple until there is a refund, chargeback, or cancelled transaction. The agreement should say, in advance, who absorbs each of those outcomes.

Questions worth answering in the contract before the first transaction, not after:

• If a buyer is refunded, is the platform’s fee refunded too, or does the supplier absorb both the refund and the fee already taken?
• If a payment processor charges back a transaction, does that come out of the supplier’s next payout, a reserve, or somewhere else?
• Is there a holdback or reserve against future disputes? If so, how large is it and how long is it held?
• What currency, what payment rail, and what payout schedule apply? What happens if a payout fails?

None of this is exotic. It is the kind of provision that is obvious once written down and expensive to improvise mid-dispute.

Liability Allocation Is a High-Stakes Part of the Document

The core commercial promise of many marketplaces is some version of: “We connect you; we are not responsible for what happens between you.” A platform disclaimer is an important starting point, but it does not determine every liability question by itself. The outcome can depend on the applicable law, the claim being made, and the platform’s actual role in the transaction.

The more the platform controls or performs transaction-facing functions — such as setting material terms or prices, taking payment, directing fulfillment, handling returns, or presenting the offering as its own — the more carefully its structure, contracts, and public-facing communications should be reviewed. Marketing language, app-store descriptions, and support scripts should tell the same story as the agreement: who is providing the underlying good or service, and what role the platform actually plays.

What the agreement can do regardless of a particular platform’s model is address supplier insurance, indemnity, the platform’s right to suspend or remove a non-performing supplier, and who is actually contracting to deliver the good or service.

Related: How Much Should Your Liability Cap Be?

Marketplace-Facilitator Duties Can Attach Regardless of the Contract

State sales- and use-tax laws can impose collection, remittance, registration, and recordkeeping obligations directly on a platform that meets the state’s marketplace-facilitator or marketplace-provider definition.

Whether a platform falls within a particular state’s definition depends on its product or service, transaction flow, payment role, customer locations, and the specific state law. Those duties arise from statute — not from the platform’s agreement with suppliers — so address them with tax counsel or a qualified tax advisor before launch and as the platform expands.

Listings, Content, and Transaction Data: Decide Ownership Before It Is a Dispute

Who owns the listing content? A supplier typically writes and uploads photos, descriptions, and pricing. The agreement should say whether the platform receives a license to use, display, and continue showing that content after the supplier leaves — and whether the supplier can take it with them.

Who owns customer reviews and ratings? Reviews are generated by buyers about suppliers, hosted by the platform, and valuable to all three. Many platforms retain reviews as platform content even after a supplier departs, but that should be a stated term rather than an assumption.

Who owns the transaction data? Order history, buyer contact information collected through the platform, and performance metrics have real value and can carry privacy obligations. The agreement should say what a departing supplier is and is not entitled to take, and what the platform can and cannot do with buyer data collected through that supplier’s transactions.

Suspension and Termination Need to Work Under Pressure

A supplier who is defrauding buyers, or a buyer who is abusing the refund process, may need to be removed quickly. But a removal handled carelessly can become its own dispute. The agreement should give the platform:

1. A stated list of suspension triggers — not just “for any reason” — even if a broader discretionary clause exists as a backstop.
2. The ability to suspend immediately while investigating, separate from a longer-notice termination-for-convenience right.
3. Clarity about money already in the pipeline, including pending payouts, held reserves, and in-progress transactions when a supplier is removed.
4. A process, even an informal one, so a removal decision is defensible later rather than reconstructed from memory after a complaint.

What to Check Before You Launch — or Before You Sign as a Supplier

If you are building the platform:

• Confirm that you have separate supplier and buyer terms.
• Walk the fee, refund, and chargeback math with real numbers before launch.
• Assess the platform’s role in the transaction and its public-facing descriptions before finalizing liability language.
• Check whether marketplace-facilitator tax duties may apply in the states where you operate.
• Settle listing, review, and data rights in writing.
• Build a suspension process you can actually follow under pressure.

If you are joining as a supplier or reseller:

• Read fee and payout terms against your actual margin, not the headline percentage.
• Check what happens to money already earned if you are suspended.
• Check whether the platform can change fees, terms, or your visibility unilaterally.
• Understand what you can and cannot take with you if you leave.

How Accord & Shield Legal Helps

A marketplace agreement is not a generic SaaS terms-of-service document with “supplier” added throughout. It should reflect who contracts with whom, how money moves, who handles disputes, what each side may do with data and content, and what happens when a transaction fails. If you are building a two-sided SaaS platform — or joining one as a supplier — talk with a SaaS agreement attorney about marketplace terms built around your actual transaction flow. You can also explore our commercial contracts services.

Related reading: when a lawyer should review a SaaS contract, enterprise SaaS agreements, MSAs and DPAs, and how much your liability cap should be.

This article provides general information, not legal advice. The right contract and compliance analysis depend on the platform’s operations, the goods or services involved, and the states in which it operates. Reading it does not create an attorney-client relationship. For guidance on your specific situation, please consult a qualified attorney.